Defaulting Customers Sample Clauses

Defaulting Customers. 2.5.1 In the event Aggregate Customer Losses exceeds Aggregate New License Revenue by more than $50,000, Purchaser shall have the right to recover such excess amount from Sellers (“Net Defaulting Customer Loss Amount”) by disbursement to Purchaser from the Cash Holdback or the Stock Holdback, at Purchaser’s discretion, provided that (i) the Sellers shall not have any liability under this Section 2.5 to the extent that the Aggregate Customer Losses arise in connection with Purchaser’s breach of a License In that Purchaser is a direct party to, and (ii) the Sellers shall not have any liability under this Section 2.5 for Aggregate Customer Losses in excess of the Customer Loss Indemnity Cap. The value of any shares of Galaxy Common Stock used for purposes of satisfying obligations under this Section 2.5.1 shall be the Release Date Stock Price. 2.5.2 If, as a result of a settled claim for indemnification pursuant to the terms of this Agreement, other than a claim under this Section 2.5, there are insufficient funds remaining with the Deposit Agent under the Escrow Agreement or shares remaining in the Stock Holdback or Stock Escrow, as applicable, to allow Purchaser to recover under this Section 2.5 an amount up to the Customer Loss Indemnity Cap (“Escrow Deficiency”), the Sellers shall promptly, and in no event later than five (5) days following demand from Purchaser, pay to the Purchaser on a dollar-for-dollar basis an amount equal to the Escrow Deficiency.